Power of attorney and demurrage principles: broad commercial construction bound the principals, but self-caused delay defeated demurrage.

A power of attorney must be construed as a whole and in its commercial context; on that reading, the general and specific terms were wide enough to authorise the attorney to enter into the later contract on behalf of the principals, and the parties' course of dealing supported that construction. A claim for demurrage was not enforceable where loading delay resulted from the claimant's own breach, including failure to provide loading facilities and to open the agreed letter of credit in time. The second contract was therefore treated as binding, while the demurrage claim was rejected and the matter was remitted for further determination of liabilities.

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Issues: (i) Whether the power of attorney authorised the attorney to enter into the contract dated 5 February 1954 on behalf of the principals. (ii) Whether demurrage was payable where the delay in loading was attributable to the appellant's own default.

Issue (i): Whether the power of attorney authorised the attorney to enter into the contract dated 5 February 1954 on behalf of the principals.

Analysis: The power of attorney had to be read as a whole and in the light of its purpose. The general words used in it, when read with the specific powers and the surrounding circumstances, were wide enough to include authority to conduct business transactions on behalf of the principals, including sales of ore. The prior and subsequent dealings between the parties also showed that the parties themselves understood the authority in that broader sense. The restrictive reading adopted below was too narrow and focused on isolated expressions rather than the document as a whole.

Conclusion: The second contract was binding on the principals.

Issue (ii): Whether demurrage was payable where the delay in loading was attributable to the appellant's own default.

Analysis: Demurrage was contingent upon proper performance of the appellant's obligations under the contract. The findings showed that the appellant failed to provide the facilities required for loading and did not open the agreed letter of credit in time. Since the delay in loading was caused by the appellant's breach, the contractual claim for demurrage could not be enforced against the respondents.

Conclusion: Demurrage was not payable to the appellant.

Final Conclusion: The appeal succeeded in part, the finding that the second contract was not binding was set aside, and the matter was remitted for determination of the parties' liabilities, subject to the rejection of the demurrage claim.

Ratio Decidendi: A power of attorney must be construed as a whole in its commercial context, and a contractual claim for demurrage cannot be enforced where the delay is caused by the claimant's own breach of the contract.

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